GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

As of June 30, 2012, the Company had outstanding $520.0 million aggregate principal amount of 7.625% senior secured notes due 2016 issued by the parent company, Clean Harbors, Inc. The 2016 notes were guaranteed by substantially all of the parent’s subsidiaries organized in the United States. Each guarantor is a wholly-owned subsidiary of the Company and its guarantee was both full and unconditional and joint and several. The 2016 notes were not guaranteed by the Company’s Canadian or other foreign subsidiaries. There will no impact on this footnote as a result of the issuance of the new notes discussed further in Note 9, "Financing Arrangements." The following presents supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively.

Following is the condensed consolidating balance sheet at June 30, 2012 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	94,960	$	138,482	$	63,316	$	—		$	296,758
Intercompany receivables	324,405		—		122,618		(447,023		)	—
Other current assets	26,294		332,701		209,755		—			568,750
Property, plant and equipment, net	—		417,583		537,457		—			955,040
Investments in subsidiaries	1,138,424		473,506		91,751		(1,703,681		)	—
Intercompany debt receivable	—		472,279		3,701		(475,980		)	—
Other long-term assets	12,328		111,993		177,345		—			301,666
Total assets	$	1,596,411	$	1,946,544	$	1,205,943	$	(2,626,684	)	$	2,122,214
Liabilities and Stockholders’ Equity:
Current liabilities	$	18,580	$	227,821	$	114,920	$	—		$	361,321
Intercompany payables	—		447,023		—		(447,023		)	—
Closure, post-closure and remedial liabilities, net	—		126,245		21,458		—			147,703
Long-term obligations	523,481		—		—		—			523,481
Capital lease obligations, net	—		357		4,125		—			4,482
Intercompany debt payable	3,701		—		472,279		(475,980		)	—
Other long-term liabilities	89,749		7,727		26,851		—			124,327
Total liabilities	635,511		809,173		639,633		(923,003		)	1,161,314
Stockholders’ equity	960,900		1,137,371		566,310		(1,703,681		)	960,900
Total liabilities and stockholders’ equity	$	1,596,411	$	1,946,544	$	1,205,943	$	(2,626,684	)	$	2,122,214

Following is the condensed consolidating balance sheet at December 31, 2011 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	91,581	$	128,071	$	41,071	$	—		$	260,723
Intercompany receivables	319,444		—		126,823		(446,267		)	—
Other current assets	43,687		324,607		262,851		—			631,145
Property, plant and equipment, net	—		392,566		511,381		—			903,947
Investments in subsidiaries	1,064,966		421,648		91,654		(1,578,268		)	—
Intercompany debt receivable	—		472,929		3,701		(476,630		)	—
Other long-term assets	13,228		111,104		165,656		—			289,988
Total assets	$	1,532,906	$	1,850,925	$	1,203,137	$	(2,501,165	)	$	2,085,803
Liabilities and Stockholders’ Equity:
Current liabilities	$	15,612	$	220,968	$	145,162	$	—		$	381,742
Intercompany payables	—		446,267		—		(446,267		)	—
Closure, post-closure and remedial liabilities, net	—		133,773		21,369		—			155,142
Long-term obligations	524,203		—		—		—			524,203
Capital lease obligations, net	—		475		5,900		—			6,375
Intercompany debt payable	3,701		—		472,929		(476,630		)	—
Other long-term liabilities	88,403		7,588		21,363		—			117,354
Total liabilities	631,919		809,071		666,723		(922,897		)	1,184,816
Stockholders’ equity	900,987		1,041,854		536,414		(1,578,268		)	900,987
Total liabilities and stockholders’ equity	$	1,532,906	$	1,850,925	$	1,203,137	$	(2,501,165	)	$	2,085,803

Following is the consolidating statement of income for the three months ended June 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	313,742		$	214,821		$	(5,445	)	$	523,118
Cost of revenues (exclusive of items shown separately below)	—			210,755			162,313			(5,445		)	367,623
Selling, general and administrative expenses	(62		)	41,445			25,411			—			66,794
Accretion of environmental liabilities	—			2,184			321			—			2,505
Depreciation and amortization	—			19,154			19,509			—			38,663
Income from operations	62			40,204			7,267			—			47,533
Other (expense) income	—			125			(200		)	—			(75		)
Interest (expense) income	(10,726		)	21			(263		)	—			(10,968		)
Equity in earnings of subsidiaries	38,461			7,371						(45,832		)	—
Intercompany dividend income (expense)	—			—			3,389			(3,389		)	—
Intercompany interest income (expense)	—			10,259			(10,259		)	—			—
Income before provision for income taxes	27,797			57,980			(66		)	(49,221		)	36,490
Provision (benefit) for income taxes	4,371			9,920			(1,227		)	—			13,064
Net income	23,426			48,060			1,161			(49,221		)	23,426
Other comprehensive (loss) income	(17,457		)	(17,457		)	(7,956		)	25,413			(17,457		)
Comprehensive income (loss)	$	5,969		$	30,603		$	(6,795	)	$	(23,808	)	$	5,969

Following is the consolidating statement of income for the three months ended June 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	263,194	$	189,238		$	(5,197	)	$	447,235
Cost of revenues (exclusive of items shown separately below)	—			178,057		134,894			(5,197		)	307,754
Selling, general and administrative expenses	8			38,621		19,625			—			58,254
Accretion of environmental liabilities	—			2,090		317			—			2,407
Depreciation and amortization	—			12,693		14,243			—			26,936
Income from operations	(8		)	31,733		20,159			—			51,884
Other income	—			394		2,474			—			2,868
Interest (expense) income	(10,630		)	5		(17		)	—			(10,642		)
Equity in earnings of subsidiaries	43,534			24,411		—			(67,945		)	—
Intercompany dividend income (expense)	—			—		3,537			(3,537		)	—
Intercompany interest income (expense)	—			8,970		(8,970		)	—			—
Income before provision for income taxes	32,896			65,513		17,183			(71,482		)	44,110
Provision for income taxes	3,740			6,849		4,365			—			14,954
Net income	29,156			58,664		12,818			(71,482		)	29,156
Other comprehensive income (loss)	3,126			3,126		90			(3,216		)	3,126
Comprehensive income (loss)	$	32,282		$	61,790	$	12,908		$	(74,698	)	$	32,282

Following is the consolidating statement of income for the six months ended June 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	605,279		$	500,550		$	(10,689	)	$	1,095,140
Cost of revenues (exclusive of items shown separately below)	—			411,955			366,672			(10,689		)	767,938
Selling, general and administrative expenses	18			86,357			51,178			—			137,553
Accretion of environmental liabilities	—			4,280			641			—			4,921
Depreciation and amortization	—			35,790			39,704			—			75,494
Income from operations	(18		)	66,897			42,355			—			109,234
Other expense	—			(325		)	(49		)	—			(374		)
Interest (expense) income	(21,432		)	(180		)	(628		)	—			(22,240		)
Equity in earnings of subsidiaries	74,926			33,367			—			(108,293		)	—
Intercompany dividend income (expense)	10,010			—			6,915			(16,925		)	—
Intercompany interest income (expense)	—			20,604			(20,604		)	—			—
Income before provision for income taxes	63,486			120,363			27,989			(125,218		)	86,620
Provision for income taxes	8,045			15,642			7,492			—			31,179
Net income	55,441			104,721			20,497			(125,218		)	55,441
Other comprehensive (loss) income	(2,277		)	(2,277		)	(1,672		)	3,949			(2,277		)
Comprehensive income (loss)	$	53,164		$	102,444		$	18,825		$	(121,269	)	$	53,164

Following is the consolidating statement of income for the six months ended June 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	511,561	$	382,026		$	(11,390	)	$	882,197
Cost of revenues (exclusive of items shown separately below)	—			353,495		278,226			(11,390		)	620,331
Selling, general and administrative expenses	50			74,732		38,266			—			113,048
Accretion of environmental liabilities	—			4,177		619			—			4,796
Depreciation and amortization	—			25,691		26,705			—			52,396
Income from operations	(50		)	53,466		38,210			—			91,626
Other income	—			3,730		2,037			—			5,767
Interest (expense) income	(17,306		)	173		13			—			(17,120		)
Equity in earnings of subsidiaries	76,865			31,712		—			(108,577		)	—
Intercompany dividend income (expense)	—			—		6,993			(6,993		)	—
Intercompany interest income (expense)	—			17,700		(17,700		)	—			—
Income before provision for income taxes	59,509			106,781		29,553			(115,570		)	80,273
Provision for income taxes	7,623			13,176		7,588			—			28,387
Net income	51,886			93,605		21,965			(115,570		)	51,886
Other comprehensive income (loss)	19,607			19,607		5,795			(25,402		)	19,607
Comprehensive income (loss)	$	71,493		$	113,212	$	27,760		$	(140,972	)	$	71,493

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total

Net cash from operating activities	$	(9,706	)	$	48,387		$	137,093		$	175,774
Cash flows from investing activities:
Additions to property, plant and equipment	—			(47,808		)	(35,163		)	(82,971		)
Proceeds from sales of fixed assets	—			3,344			542			3,886
Acquisitions, net of cash acquired	—			(2,276		)	(40,763		)	(43,039		)
Costs to obtain or renew permits	—			(262		)	(691		)	(953		)
Purchase of marketable securities	—			—			(10,517		)	(10,517		)
Other	—			603			4,517			5,120
Net cash from investing activities	—			(46,399		)	(82,075		)	(128,474		)

Cash flows from financing activities:
Change in uncashed checks	—			(4,167		)	(5,329		)	(9,496		)
Proceeds from exercise of stock options	98			—			—			98
Proceeds from employee stock purchase plan	3,130			—			—			3,130
Remittance of shares, net	(1,216		)	—			—			(1,216		)
Excess tax benefit of stock-based compensation	1,122			—			—			1,122
Deferred financing costs paid	(21		)	—			—			(21		)
Payments on capital leases	—			(573		)	(3,260		)	(3,833		)
Distribution of cash earned on employee participation plan	(38		)	—			—			(38		)
Dividends (paid) / received	10,010			(23,622		)	13,612			—
Interest (payments) / received	—			36,785			(36,785		)	—
Net cash from financing activities	13,085			8,423			(31,762		)	(10,254		)
Effect of exchange rate change on cash	—			—			(1,011		)	(1,011		)
Increase in cash and cash equivalents	3,379			10,411			22,245			36,035
Cash and cash equivalents, beginning of period	91,581			128,071			41,071			260,723
Cash and cash equivalents, end of period	$	94,960		$	138,482		$	63,316		$	296,758

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total

Net cash from operating activities	$	4,474		$	28,763		$	42,392		$	75,629
Cash flows from investing activities:
Additions to property, plant and equipment	—			(40,991		)	(24,469		)	(65,460		)
Proceeds from sale of fixed assets	—			361			4,530			4,891
Acquisitions, net of cash acquired	—			—			(205,922		)	(205,922		)
Additions to intangible assets, including costs to obtain or renew permits	—			(298		)	(768		)	(1,066		)
Proceeds from sale of marketable securities	—			—			388			388
Investment in subsidiaries	(173,540		)	115,784			57,756			—
Net cash from investing activities	(173,540		)	74,856			(168,485		)	(267,169		)

Cash flows from financing activities:
Change in uncashed checks	—			11,329			2,417			13,746
Proceeds from exercise of stock options	783			—			—			783
Proceeds from employee stock purchase plan	1,556			—			—			1,556
Remittance of shares, net	(1,807		)	—			—			(1,807		)
Excess tax benefit of stock-based compensation	1,617			—			—			1,617
Deferred financing costs paid	(8,099		)	—			—			(8,099		)
Payments of capital leases	—			(318		)	(2,998		)	(3,316		)
Distribution of cash earned on employee participation plan	—			—			(189		)	(189		)
Issuance of senior secured notes, including premium	261,250			—			—			261,250
Dividends (paid) / received	10,186			(24,306		)	14,120			—
Interest (payments) / received	—			24,132			(24,132		)	—
Intercompany debt	—			(120,475		)	120,475			—
Net cash from financing activities	265,486			(109,638		)	109,693			265,541
Effect of exchange rate change on cash	—			—			1,365			1,365
Increase (decrease) in cash and cash equivalents	96,420			(6,019		)	(15,035		)	75,366
Cash and cash equivalents, beginning of period	100,476			124,582			77,152			302,210
Cash and cash equivalents, end of period	$	196,896		$	118,563		$	62,117		$	377,576